UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2019~~2020

~~¨ TRANSITION~~ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 333-153575

Xiamen Lutong International Travel Agency Co. Ltd.

(Exact name of registrant as specified in its charter)

Nevada

26-150752

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

20F, Longhai Fortune Center

42 Ziwei Road, Shima Town

Zhangzhou, Fujian, People’s Republic of China

363199

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +86 596-6565220

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common ~~common stock~~Stock, par value $0.001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ ☐ No x ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ ☐ No x ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ~~Exchange~~ Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No ¨ ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No ¨ ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☒ Smaller reporting company x☒ Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness of ~~Act~~its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U. ~~Yes x No ¨~~S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~The aggregate market value~~Indicate ~~of the voting and non-voting common stock held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price at which~~ registrant~~’s common~~ ~~stock~~is ~~was~~a ~~last~~shell ~~sold~~company on(as ~~the~~defined ~~OTC~~in ~~markets~~Rule as12b-2 of ~~December~~the ~~31,~~Exchange ~~2018, was approximately $116,760~~Act). Yes ☒ No ☐

AsThe aggregate market value of ~~October~~the ~~14,~~voting ~~2019, there~~and ~~were~~non-voting ~~58,167,600~~common ~~shares~~stock ofheld by non-affiliates computed by reference to the price at which registrant’s common stock, ~~par~~was ~~value~~last ~~$0.001~~sold ~~per~~on ~~share,~~the OTC markets as of ~~the~~December ~~registrant~~31, ~~issued~~2019, ~~and~~was ~~outstanding~~approximately $93,408.

As of October 12, 2020, there were 58,167,600 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding.

TABLE OF CONTENTS

		PAGE
Cautionary Note Regarding Forward-Looking Statements		3
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosures	45
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Selected Financial Data	5
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 8.	Financial Statements and Supplementary Data	~~F-1~~7
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
Item 9A.	Controls and Procedures	8
Item 9B.	Other Information	8
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	9
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9
Item 13.	Certain Relationships and Related Transactions, and Director Independence	10
Item 14.	Principal Accounting Fees and Services	10
		10
PART IV
Item 15.	Exhibits and Financial Statement Schedules	11
Item 16.	Form 10-K Summary	11

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

· our ability to establish our business in China and implement our business plan; · acceptance of the services that we expect to market; · our ability to retain key employees; · adverse changes in general market conditions for travel services in China, including as a result of the COVID-19 pandemic; · our ability to continue as a going concern; · our future financing plans; and · our ability to adapt to changes in foreign, cultural, political and financial market conditions which could impair our future operations and financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

ITEM 1.

BUSINESS

Overview

Xiamen Lutong International Travel Agency Co. Ltd. (the “Company”, “we”, “us”, “our” and similar terminology) was incorporated under the name “Highlight Networks, Inc.” in the state of Nevada on June 21, 2007. Our original plan was to engage in the business of planning, development and operation of both private and public access wireless broadband networks using WiFi (IEEE 802.11) and WiMAX (IEEE 802.16) wireless technologies. In 2013, the Company commenced a new business venture in recycling, refining, metals trading and assisting in metal recovery, with a focus on precious metals refining from electronic waste.

On June 5, 2015, the Company experienced a change of control as a result of the purchase of 98% of its issued and outstanding capital stock from Infanto Holding Corp. by Legacy International Holdings Group, LLC and Allied Crown Enterprises Limited. The Company’s then operating subsidiary, EZ Recycling, Inc., was spun off and as a result the Company reverted to the shell company status.

On January 29, 2018, pursuant to a stock purchase agreement dated January 26, 2018, Xiamen Lutong International Travel Agency Co., Ltd. (an entity controlled by Qiyi Zheng, the Company’s Chairman of the Board) purchased 57,000,000 shares of common stock of the Company, representing 98% of the outstanding voting securities of the Company. Following this change of control, the Company changed its name to Xiamen Lutong International Travel Agency Co., Ltd. and changed its business plan to engage in travel businesses in the People’s Republic of China. Such 98% interest in our company was subsequently transferred to Longhai Yougoubao Network Technology Co. Ltd., a related party also controlled by Mr. Zheng (“Longhai”).

From June 2015 to date of this Report, the Company has not commenced its planned business and presently has no business operations, revenues or assets and thus is and has been a “shell company” as defined by Rule 405 of the Securities Act ~~of 1993, as amended (the “Securities Act”)~~.

Plan of Operation

We plan to offer packaged tours and other travel-related services in the People’s Republic of China, initially in Fujian province, with a focus on developing, promoting and executing organized tours through our travel service stores. The packaged tours offer the benefits of pre-arranged itineraries, transportations, accommodations, entertainments, meals and tour guide services and cover domestic as well as international destinations. We plan to offer our travel products and services through our travel service stores as well as our website.

We also plan to offer other travel-related services comprised mainly of sales of tourist attraction tickets, visa application services, financial services, hotel booking services, air ticketing services, train ticketing services, bus ticketing services, car rental services and insurance services. We will earn a commission or service fee on these services.

We ~~are~~have ~~presently~~been evaluating the optimal ~~corporate~~approaches to implement these plans, including through mergers and ~~legal~~acquisitions ~~structures~~of other travel agencies in China. ~~necessary~~We were assessing a number of potential merger targets in China during late 2019 and early 2020. This work has been suspended due to ~~establish~~the COVID-19 pandemic outbreak as travel agencies throughout the world have been significantly impacted by this pandemic. The extent of the impact of COVID-19 pandemic on our ability to execute on its business ~~there~~plans and asinitiatives awill ~~U.S.~~depend ~~publicly~~upon ~~listed~~the developments of the pandemic, including the duration and spread of the COVID-19 and lockdown restrictions imposed by the respective global governments and oversight ~~reporting~~bodies, ~~company.~~and Wetourists’ doconfidence ~~not~~over ~~have~~local anand ~~established~~oversea ~~timetable~~travels toafter ~~implement~~the pandemic. All of these ~~plans,~~are factors are uncertain and ~~until~~cannot be easily estimated given the novelty of the coronavirus and the facts and the world is still going through the pandemic. Given the dynamic nature of pandemic situation, we docannot reasonably estimate the impacts the COVID-19 on the timeline to implement its business plan. Until we are able to implement its business plan, we will remain a shell company.

ITEM 1A.

RISK FACTORS

Not applicable.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

~~The~~We ~~Company’s~~do not own or lease any property. Our principal executive ~~offices~~ offices are located at 20F, Longhai Fortune Center, 42 Ziwei Road, Shima Town, Zhangzhou City, Fujian Province, China, which are provided free of charge by Longhai, our principal stockholder.

We do not own or lease any property.

ITEM 3.

LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 4.

MINE SAFETY DISCLOSURE

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)

Market Information

Our common stock is quoted on OTC Pink market operated by the OTC Markets under the symbol “LTGJ.” There has been very limited trading in our shares of common stock. We cannot assure you that there will be an active market in the future for our common stock.

(b)

Stockholders of Record

Based upon information furnished by our transfer agent, as of October 1112, ~~2019~~2020, the Company had approximately 7477 stockholders of record. Because some of our common stock is held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders.

(c)

Dividends

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

(d)

Securities Authorized for Issuance under Equity Compensation Plans

We currently do not have any equity compensation plans.

(e)

Recent Sales of Unregistered Securities

None.

(f)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6.

SELECTED FINANCIAL DATA

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 7. ~~MANAGEMENT’S~~Management's ~~DISCUSSION~~Discussion ~~AND~~and ~~ANALYSIS~~Analysis OFof ~~FINANCIAL~~Financial ~~CONDITION~~Condition ~~AND~~and ~~RESULTS~~Results OFof ~~OPERATIONS~~Operations

The following discussion and analysis of our results of operations and financial condition should be read together with our audited financial statements and the notes thereto, which are included elsewhere in this ~~report and our Annual~~ Report ~~on Form 10-K for the year ended June 30, 2019 (the “Annual Report”) filed with SEC~~. Our financial statements have been prepared in in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

Overview

We were incorporated under the name “Highlight Networks, Inc.” in the state of Nevada on June 21, 2007. Our original business plan was to engage in the business of planning, development and operation of both private and public access wireless broadband networks using WiFi (IEEE 802.11) and WiMAX (IEEE 802.16) wireless technologies. In 2013, we commenced a new business venture in recycling, refining, metals trading and assisting in metal recovery, with a focus on precious metals refining from electronic waste.

On June 5, 2015, we experienced a change of control as a result of the purchase of 98% of our issued and outstanding capital stock from Infanto Holding Corp. by Legacy International Holdings Group, LLC and Allied Crown Enterprises Limited. Our then operating subsidiary, EZ Recycling, Inc., was spun off and as a result we reverted to the shell company status.

On January 29, 2018, pursuant to a stock purchase agreement dated January 26, 2018, Xiamen Lutong International Travel Agency Co., Ltd. purchased 57,000,000 shares of our common stock from our then majority ~~shareholder~~stockholder, Jose R. Mayorquin, representing 98% of the voting securities of our company. Following this change of control, we changed our name to Xiamen Lutong International Travel Agency Co., Ltd. and changed our business plan to engage in travel businesses in the People’s Republic of China.

From June 2015 to date, we had no business operations, revenues or assets and has been a shell company as defined by Rule 405 of the Securities Act ~~of 1933, as amended~~.

We ~~also~~ plan to offer other travel-related services comprised mainly of sales of tourist attraction tickets, visa application services, financial services, hotel booking services, air ticketing services, train ticketing services, bus ticketing services, car rental services and insurance services. We will earn a commission or service fee on these services.

We are presently evaluating the optimal corporate and legal structures in China necessary to establish our business there and as a U.S. publicly listed and reporting company. WeThe doCompany ~~not~~has ~~have~~been anevaluating ~~established~~the ~~timetable~~optimal approaches to implement these plans, including through mergers and ~~until~~acquisitions weof doother travel agencies in China. The Company was assessing a number of potential merger targets in China during late 2019 and early 2020. This work has been suspended due to the COVID-19 pandemic outbreak as travel agencies throughout the world have been significantly impacted by this pandemic. The extent of the impact of COVID-19 pandemic on the Company’s ability to execute on its business plans and initiatives will depend upon the developments of the pandemic, including wethe duration and spread of the COVID-19 and lockdown restrictions imposed by the respective global governments and oversight bodies, and tourists’ confidence over local and oversea travels after the pandemic. All of these are factors are uncertain and cannot be easily estimated given the novelty of the coronavirus and the facts and the world is still going through the pandemic. Given the dynamic nature of pandemic situation, Company cannot reasonably estimate the impacts the COVID-19 on the timeline to implement its business plan. Until the Company is able to implement its business plan, the Company will remain a shell company.

Results of Operations for the ~~Year~~Years Ended June 30, ~~2019~~2020 ~~Compared~~and ~~to Same Period of 2018.~~ 2019

Revenues

There was ~~were~~ no ~~revenues generated~~revenue for the years ended June 30, ~~2019~~2020 and ~~2018~~2019, respectively.

General ~~and~~ and Administrative ~~Expenses~~Expense

During the years ended June 30, ~~2019~~2020 and ~~2018~~2019, we incurred $40,~~477~~600 and $8140,~~915~~477 ofin general and administrative expenses, respectively. Our general and administrative expenses primarily consisted of audit fees, accounting fees, legal ~~fee~~fees and filing fees, which are routine costs ~~associated~~ ~~with~~incurred as a public company. The decrease in 2019 compared to 2018 was mainly due to less business activity in 2019. In 2018, we incurred $30K legal fee on a proposed private offering, whereas there was no such activity in 2019. In addition, we changed certain service vendors, which offered us lower service fees.

Other ~~Expenses~~ Expense

During the years ended June 30, ~~2019~~2020 and ~~2018~~2019, we incurred $25,612 and $25,~~613~~612 ofin interest expenses, respectively. The interest expenses were solely related to the note payable due to a related party.

Net Loss

~~For the years ended~~As ~~June~~a ~~30,~~result ~~2019~~of ~~and~~the ~~2018~~foregoing, we had a net loss of $66,~~089~~212 and $~~107~~66,~~528,~~089 ~~respectively.~~for ~~The~~the ~~decrease~~years inended ~~2019~~June ~~was~~30, ~~due~~2020 ~~to the decrease in our general~~ and ~~administrative~~2019, ~~expenses as discussed above~~respectively.

Liquidity and Capital Resources

Net cash used in operating activities was $40,950 for the year ended June 30, 2019, compared to net cash used in operating activities of $63,220 for the same period ended June 30, 2018, represented a decrease of $22,270 in the net cash outflow in operating activities. Cash ~~used~~Flows infrom ~~operating~~Operating ~~activities was fully funded by our controlling shareholder.~~Activities

AsNet cash ofused ~~June~~in ~~30,~~operating ~~2019 and~~activities ~~2018~~was $42,578 wefor ~~had~~the ayear ~~total~~ended ~~outstanding~~June ~~principal~~30, ~~and~~2020, ~~accrued~~compared ~~interest~~to net cash used in operating activities of $~~256~~40,~~132~~950 ~~and~~for ~~$104~~the year ended June 30,~~347~~ 2019, ~~and~~representing ~~$256,132~~a ~~and~~small increase of $781,~~734,~~628 ~~respectively, due~~in tothe anet ~~note~~cash ~~payable~~outflow ~~due~~in tooperating activities. Since we are a ~~related~~shell ~~party.~~company, ~~The~~cash ~~unsecured~~used ~~promissory~~in ~~note~~operating ~~bears~~activities anwere ~~interest~~fully offunded ~~10%~~by ~~per~~our ~~annum~~controlling ~~and~~stockholder as is ~~payable on~~reflected ~~demand~~in the accompanying statements of cash flows.

6Cash Flows from Financing Activities

Net cash provided by financing activities for the year ended June 30, 2020 was $42,578 as compared to $40,950 for the year ended June 30, 2019, which represented the amounts contributed by the Company’s principal stockholder to support the Company’s operations.

As of June 30, 2020 and 2019, we had a total outstanding principal and accrued interest of $256,132 and $129,958, and $256,132 and $104,347, respectively, due to Longhai. The unsecured promissory note bears an interest of 10% per annum and is payable on demand.

Our future capital requirements will depend on numerous factors including, but not limited to, the establishment and development of our travel services in China. We have relied on financing from our principal stockholder and expect to continue to depend on financing from our principal stockholder to meet our current minimal operating expenses. As we are a start-up company, our operating expenses are limited and discretional based on the availability of its funds. Management believes that the financing from our majority stockholder will support our planned operations over the next 12 months.

In connection with our new business plan, management anticipates operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses will be funded primarily by debt or equity financings from our majority stockholder. However, there is no assurance that such funds will be available or available on acceptable terms. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Commitments and Capital Expenditures

We presently have no material commitments for capital expenditures.

Critical Accounting Policies Involving Management Estimates and Assumptions

Our discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing our financial statements in conformity with U.S. GAAP, we ~~are~~must ~~required~~make toa ~~disclose~~variety ~~significant~~of ~~accounting~~ estimates that affect the reported amounts and ~~related~~ related disclosures. ~~The Company currently does not have significant estimates and assumptions.~~

Deferred Tax Valuation Allowance

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax expense is the total of tax payable for the period and the change during the period in deferred tax assets and liabilities.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

	Page
Consolidated Financial Statements for the Years Ended June 30, 2019 and 2018
Consolidated Financial Statements for the Years Ended June 30, 2020 and 2019
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2019 and 2018	F-3
Balance Sheets as of June 30, 2020 and 2019	F-3
Statements of Operations for the Years Ended June 30, 2019 and 2018	F-4
Statements of Operations for the Years Ended June 30, 2020 and 2019	F-4
Statements of Cash Flows for Years Ended June 30, 2019 and 2018	F-5
Statements of Cash Flows for the Years Ended June 30, 2020 and 2019	F-5
Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2019 and 2018	F-6
Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2020 and 2019	F-6
Notes to Financial Statements	F-7 ~~- F-10~~

~~F-1~~7

19720 Jetton Road, 3rd Floor

Cornelius, NC 28031

Tel: 704-897-8336

Fax: 704-919-5089

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders:

Xiamen Lutong International Travel Agency Co. Ltd. (FKA Highlight Networks, Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Xiamen Lutong International Travel Agency Co. Ltd. (FKA Highlight Networks, Inc.) (“the Company”) as of June 30, ~~2019~~2020 and ~~2018~~2019 and the related consolidated statements of operations, stockholders’ deficit, and consolidated cash flows and cash flows and the related notes to consolidated financial statements (collectively referred to as the consolidated financial statements) for the years ended June 30, ~~2019~~2020 and ~~2018~~2019. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, ~~2019~~2020 and ~~2018~~2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing future losses, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ L&L CPAS, PA

L&L CPAS, PA

Certified Public Accountants

Plantation, FL

The United States of America

October 15 13, ~~2019~~2020

We have served as the Company's auditor since November 2017.

www.llcpas.net

F-2

Xiamen Lutong International Travel Agency Co. Ltd.

Xiamen Lutong International Travel Agency Co. Ltd. Balance Sheets

	June 30,			June 30,
	2020			2019
ASSETS
Current Assets:

Cash	$	—		$	—

Total Current Assets		—			—

Total Assets	$	—		$	—

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable and accrued expenses	$	147,077		$	123,443
Note payable to related party		256,132			256,132
Due to related party		—			—

Total Liabilities		403,209			379,575

Stockholders' Deficit:
Preferred stock, $0.001 par value; 20,000,000 shares authorized;
no shares outstanding and outstanding		—			—
Common stock, $0.001 par value; 150,000,000 shares authorized;
58,167,600 and 58,167,600 shares issued and outstanding, respectively		58,168			58,168
Additional paid-in capital		8,749,016			8,706,438
Accumulated deficit		(9,210,393	)		(9,144,181	)

Total Stockholders’ Deficit		(403,209	)		(379,575	)

Total Liabilities and Stockholders' Equity	$	—		$	—

Balance Sheets

(US$, except share data and per share data, or otherwise noted)

	June 30,		June 30,
	2019		2018
ASSETS
Current Assets:
Cash	$	-	$	-
Total Current Assets		-		-
Total Assets	$	-	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses	$	123,443	$	98,304
Note payable to related party		256,132		256,132
Due to related party		-		-
Total Liabilities		379,575		354,436
Stockholders' Deficit:
Preferred stock, $0.001 par value; 20,000,000 shares authorized;
no shares outstanding and outstanding		-		-
Common stock, $0.001 par value; 150,000,000 shares authorized;
58,167,600 and 58,167,600 shares issued and outstanding, respectively		58,168		58,168
Additional paid-in capital		8,706,438		8,665,488
Accumulated deficit		(9,144,181)		(9,078,092)
Total Stockholders’ Deficit		(379,575)		(354,436)
Total Liabilities and Stockholders' Equity	$	-	$	-

The accompanying notes are an integral part of these financial statements.

F-3

Xiamen Lutong International Travel Agency Co. Ltd.

~~Statement~~Statements of Operations

(US$, except share data and per share data, or otherwise noted)

	For The Year Ended
	June 30,
	2020			2019

Revenue	$	—		$	—
Operating expenses:
General and administrative expenses		40,600			40,477
Total operating expenses		40,600			40,477

Loss from operations		(40,600	)		(40,477	)

Other expenses:
Interest expenses		(25,612	)		(25,612	)
Total other expenses		(25,612	)		(25,612	)

Loss before provision for income taxes		(66,212	)		(66,089	)

Income taxes expense	$	—		$	—

Net loss		(66,212	)		(66,089	)

Basic & diluted net income per share	$	*		$	*

Weighted average number of ordinary shares-basic and diluted		58,167,600			58,167,600

	For The Year Ended June 30,
	2019			2018
Revenue	$	—		$	—
Operating expenses:
General and administrative expenses		40,477			81,915
Total operating expenses		40,477			81,915
Loss from operations		(40,477	)		(81,915	)
Other expenses:
Interest expenses		(25,612	)		(25,613	)
Total other expenses		(25,612	)		(25,613	)
Loss before provision for income taxes		(66,089	)		(107,528	)
Income taxes expense	$	—		$	—
Net loss		(66,089	)		(107,528	)
Basic & diluted net income per share		*			*
Weighted average number of ordinary shares-basic and diluted		58,167,600			58,167,600

* Less than $0.01

The accompanying notes are an integral part of these financial statements.

F-4

Xiamen Lutong International Travel Agency Co. Ltd.

Xiamen Lutong International Travel Agency Co. Ltd. Statements of Cash Flows

	For The Year Ended
	June 30,
	2020			2019
Cash flows from operating activities:

Net loss	$	(66,612	)	$	(66,089	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Accounts payable		23,634			25,139
Net cash used in operating activities		(42,578	)		(40,950	)

Cash flows from investing activities:		—			—

Cash flows from financing activities:
Advances from related parties		—			—
Capital contributions from stockholder		42,578			40,950

Net cash provided by financing activities		42,578			40,950

Net decrease in cash		—			—

Cash, beginning of period		—			—

Cash, end of period	$	—		$	—

Statement of Cash Flows

(US$, except share data and per share data, or otherwise noted)

	For The Year Ended June 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(66,089	)	$	(107,528	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Accounts payable		25,139			44,308
Net cash used in operating activities		(40,950	)		(63,220	)
Cash flows from investing activities:		—			—
Cash flows from financing activities:
Advances from related parties		—			—
Capital contributions from shareholder		40,950			63,220
Net cash provided by financing activities		40,950			63,220
Net decrease in cash		—			—
Cash, beginning of period		—			—
Cash, end of period	$	—		$	—

Supplemental cash flow information

	June 30,
Non-cash transactions	2019		2018
Conversion of due to related party balance to paid-in-capital		—	$	59.305

The accompanying notes are an integral part of these financial statements.

F-5

Xiamen Lutong International Travel Agency Co. Ltd.

Statements of Changes in ~~Shareholders~~Stockholders’ ~~Equity~~Deficit

For the ~~Years ended~~Year Ended June 30, ~~2019~~2020 and ~~2018~~2019

(US$, except share data and per share data, or otherwise noted)

	Shares		Shares amount		Additional paid-in capital		Accumulated Deficit			Total ~~Equity~~deficit
Balance as of July 1, 2017		58,167,600		58,168		8,542,963		(8,970,564	)		(369,433	)
Balance as of July 1, 2018		58,167,600		58,168		8,665,488		(9,078,092	)		(354,436	)
Net loss								(107,528	)		(107,528	)
Share issuance		—		—		—		—			—
Conversion of debt						59,305					59,305
Contributions from shareholders						63,220					63,220
Balance as of June 30, 2018		58,167,600		58,168		8,665,488		(9,078,092	)		(354,436	)
Net loss								(66,089	)		(66,089	)
Share issuance		—		—		—		—			—
Contributions from shareholders						40,950					40,950
Contributions from stockholders								(66,089	)		(66,089
Balance as of June 30, 2019		58,167,600		58,168		8,706,438		(9,144,181	)		(379,575	)
Net loss								(66,612	)		(66,612	)
Share issuance		—		—		—		—			—
Contributions from stockholders						42,578					42,578
Balance as of June 30, 2020		58,167,600		58,168		8,749,016		(9,210,393	)		(403,209	)

The accompanying notes form an integral part of these consolidated financial statements.

F-6

Xiamen Lutong International Travel Agency Co. Ltd. Notes to the Financial Statements ~~June 30, 2019~~

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Xiamen Lutong International Travel Agency Co., Ltd. (formerly Highlight Networks, Inc., the “Company”) was formed on June 21, 2007 as a Nevada corporation. The Company has a June 30 year-end. The Company has been a shell company since June 18, 2015 as disclosed on its Form 8-K filed on January 27, 2017. The Company currently does not have operations, revenue, and any assets. For the period from June 18, 2015 to the date of this filing, the Company did not have any operating activities. ~~Due to the failure to maintain its Exchange Act filing obligations timely, the Company began being quoted on OTC Pink Sheets since 2015.~~

On January 29, 2018, pursuant to a Stock Purchase Agreement (the “SPA”), the Company’s majority ~~shareholder~~stockholder, Jose R. Mayorquin sold 57,000,000 shares of common stock of the Company to a Chinese entity, Xiamen Lutong International Travel Agency Co., Ltd. (“China Xiamen Lutong”). China Xiamen Lutong subsequently transferred the 98% ownership to Longhai Yougoubao Network Technology Co. Ltd. (“Longhai”). China Xiamen Lutong and Longhai are companies commonly controlled by the Company’s new director, Qiyi Zheng. After the transaction, Longhai holds 98% of the voting interest of the Company, based on 58,167,600 shares outstanding as of the date hereof. The transaction has resulted in a change in control of the Company and Longhai became a majority ~~shareholder~~stockholder and related party of the Company ~~(“2018 Change of Control”)~~.

On March 8, 2018, the Company incorporated a wholly-owned subsidiary, Xiamen Lutong International Travel Agency Co., Ltd. in the State of Nevada (“Nevada Xiamen Lutong Sub”) for the sole purpose of changing the Company’s name to Xiamen Lutong International Travel Agency Co., Ltd. There are no financial transactions and balances on the book on Nevada Xiamen Lutiong Sub during the quartered ended March 31, 2018. Pursuant to an agreement and plan of merger, dated March 29, 2018, between the Company and the Nevada Xiamen Lutiong Sub (“Plan of Merger”), the Nevada Xiamen Lutong Sub was merged with and into the Company and the Company’s name was changed to “Xiamen Lutong International Travel Agency Co., Ltd.”. On April 12, 2018, the Company filed the Articles of Merger with the Secretary of State of Nevada. The market effective date for such name change was May 14, 2018.

The Company plans to offer packaged tours and other travel-related services in the People’s Republic of China, initially in Fujian province, with a focus on developing, promoting and executing organized tours through its travel service stores. The packaged tours offer the benefits of pre-arranged itineraries, transportations, accommodations, entertainments, meals and tour guide services and cover domestic as well as international destinations. ~~The Company plans to offer its travel products and services through its travel service stores as well as its website.~~

The Company plans to offer its travel products and services through its travel service stores as well as its website. The Company also plans to offer other travel-related services comprised mainly of sales of tourist attraction tickets, visa application services, financial services, hotel booking services, air ticketing services, train ticketing services, bus ticketing services, car rental services and insurance services. The Company will earn a commission or service fee on these services.

The Company ishas ~~presently~~been evaluating the optimal ~~corporate~~approaches to implement these plans, including through mergers and ~~legal~~acquisitions ~~structures~~of other travel agencies in China. ~~necessary~~The Company was assessing a number of potential merger targets in China during late 2019 and early 2020. This work has been suspended due to ~~establish~~the COVID-19 pandemic outbreak as travel agencies throughout the world have been significantly impacted by this pandemic. The extent of the impact of COVID-19 pandemic on the Company’s ability to execute on its business plans ~~there~~and initiatives will depend upon the developments of the pandemic, including the duration and spread of the COVID-19 and lockdown restrictions imposed by the respective global governments and asoversight abodies, Uand tourists’ confidence over local and oversea travels after the pandemic.S. ~~publicly~~All ~~listed~~of these are factors are uncertain and ~~reporting~~cannot ~~company~~be easily estimated given the novelty of the coronavirus and the facts and the world is still going through the pandemic. ~~The~~Given the dynamic nature of pandemic situation, Company ~~does~~cannot ~~not~~reasonably ~~have~~estimate anthe ~~established~~impacts ~~timetable~~the COVID-19 on the timeline to implement ~~these~~its ~~plans,~~business plan. Until the Company ~~and~~is ~~until~~able itto ~~does~~implement its business plan, the Company will remain a shell company.

The Company’s principal executive offices are located at 20F, Longhai Fortune Center, 42 Ziwei Road, Shima Town, Zhangzhou City, Fujian Province, China.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260. The Company currently does not have significant estimates and assumptions.

Stock-Based Compensation

The Company will follow Accounting Standards Codification (“ASC”) 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has adopted an equity incentive plan, the 2013 Equity Incentive Plan. The Company has not granted any stock options and equity incentives according to this 2013 Equity Incentive Plan for the years ended June 30, 2019 and 2018.

F-7

~~Xiamen~~Stock-Based ~~Lutong International Travel Agency Co. Ltd. Notes to the Financial Statements June 30, 2019~~Compensation

The Company will follow Accounting Standards Codification (“ASC”) 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

Loss per Share

Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net loss per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of ~~shares of~~ common ~~stock~~shares outstanding. There were no no dilutive shares outstanding as of June 30, ~~2019~~2020 and ~~2018~~2019.

Taxation

Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive income in the period of the enactment of the change.

The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.

The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

There were no current and future income tax provision recorded for the years ended June 30, ~~2019~~2020 and ~~2018~~2019 since the Company is a shell company and did not generate any revenues in the two fiscal periods.

Subsequent Events

The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to Accounting Standards Update (“ASU”) 2010-09 of the Financial Accounting Standards Board (“FASB”) ASC, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Recent Accounting Standards

The Company has reviewed the following recent accounting pronouncements and concluded that they were either not applicable or had no impact to the Company’s financial statements:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards (“IFRS”). An entity has the option to apply the provisions of ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. ASU 2014-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, and early adoption is permitted but not earlier than the original effective date of December 15, 2016. The most significant aspect of our evaluation of Topic 606 relates to ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This implementation guidance discusses principal versus agent considerations and gross versus net revenue reporting, including specific indicators to assist in the determination of whether we control a specified good or service before it is transferred to the customer. The new standard is not applicable to the Company since the Company is still a shell and does not generate revenue.

F-8

~~Xiamen~~Recent ~~Lutong~~Accounting ~~International Travel Agency Co. Ltd. Notes to the Financial Statements June 30, 2019~~Pronouncements

~~In August 2014,~~The ~~the~~Company ~~FASB~~has ~~issued~~reviewed ~~ASU~~the ~~2014-15,~~following ~~Presentation~~recent ofaccounting ~~Financial~~pronouncements Statements—Going Concern (Subtopic 205-40)—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance regarding management’s responsibility to (i) evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and ~~(ii) provide~~ ~~related~~concluded ~~footnote~~that ~~disclosures.~~they ~~ASU~~were ~~2014-15~~either isnot ~~effective~~applicable ~~for~~or ~~fiscal years and interim periods within those years~~had ~~beginning~~no ~~after December 15, 2016. We adopted ASU 2014-15 as of January 1, 2017. The adoption of ASU 2014-15 does not have an~~ impact onto the Company’s financial statements.:

In May ~~January 2016~~2014, the FASB issued ASU ~~2016~~2014-0109, ~~Financial~~Revenue ~~Instruments–Overall:~~from ~~Recognition~~Contracts ~~and~~with ~~Measurement~~Customers of(Topic ~~Financial~~606), ~~Assets~~to ~~and~~clarify ~~Financial Liabilities. The new guidance will impact~~ the ~~accounting~~principles ~~for~~of ~~equity~~recognizing revenue ~~investments,~~and ~~financial~~create ~~liabilities~~common ~~under~~revenue ~~the~~recognition ~~fair~~guidance ~~value~~between ~~option, and~~U.S. ~~the~~GAAP ~~presentation~~ and ~~disclosure~~International ~~requirements~~Financial ~~for~~Reporting ~~financial~~Standards ~~instruments~~(“IFRS”). The Intransition ~~addition,~~provisions ~~the~~in ~~FASB~~ASC ~~clarified~~Topic ~~the~~606 ~~need~~require ~~for~~that a ~~valuation allowance~~public onbusiness ~~deferred~~entity ~~tax~~and ~~assets~~certain ~~resulting~~other ~~from~~specified ~~unrealized~~entities ~~losses~~adopt onASC Topic ~~available-~~606 for~~-sale~~ ~~debt~~annual ~~securities.~~reporting ~~The~~periods ~~accounting~~beginning ~~for~~after ~~other financial~~December ~~instruments~~15, ~~such as loans~~2017, ~~investments~~including ininterim ~~debt~~reporting ~~securities,~~periods ~~and~~within ~~financial~~that ~~liabilities~~reporting period. ~~not~~All ~~under~~other ~~the~~entities ~~fair~~are ~~value~~required ~~option is~~to ~~largely~~adopt ~~unchanged.~~ASC ~~The~~Topic ~~standard~~606 ~~is effective~~ for ~~public~~annual ~~business~~reporting ~~entities~~periods ~~for~~beginning ~~annual~~after ~~periods~~December (15, 2018, and interim reporting periods within ~~those~~ annual reporting periods) beginning after December 15, ~~2017~~2019. WeThe ~~adopted~~amendment ~~this~~is ~~standard~~not asapplicable to ~~of July 1, 2018,~~ the ~~adoption~~Company ofsince the ~~standard~~ ~~does~~Company ~~not~~is ~~have~~still ana ~~impact~~shell oncompany ~~the~~and ~~Company’s~~does ~~financial~~not ~~statements~~generate revenue.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. The Company does not expect that the adoption of the standard to have an impact on the Company’s financial statements.

In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a Group recognizes an allowance based on the estimate of expected credit loss. The Company does not expect that the adoption of the standard to have an impact on the Company’s financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. We adopted this standard as of July 1, 2018. The adoption of the standard does not have an impact on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). This ASU affects all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update will become effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, and early adoption is permitted in any interim or annual period. The adoption of the guidance does not have impact to the Company’s statement of cash flows as the Company does not have restricted cash or restricted cash equivalents.

In ~~September~~ ~~2017~~January 2016, the FASB issued ASU ~~2017~~2016-1301, ~~Revenue~~Financial Instruments–Overall: Recognition ~~(Topic~~and ~~605),~~Measurement ~~Revenue~~of ~~from~~Financial Assets ~~Contracts~~and ~~with~~Financial ~~Customers~~Liabilities. ~~(Topic~~The ~~606)~~new guidance will impact the accounting for equity investments, ~~Leases~~financial liabilities under ~~(Topic~~the ~~840)~~fair value option, and ~~Leases~~the ~~(Topic~~presentation ~~842):~~and ~~Amendments~~disclosure torequirements ~~SEC~~for ~~Paragraphs~~financial ~~Pursuant~~instruments. toIn addition, the ~~Staff~~FASB ~~Announcement~~clarified the atneed ~~the~~for ~~July~~a ~~20,~~valuation ~~2017~~allowance ~~EIFT Meeting~~on ~~and~~deferred ~~Rescission~~tax ofassets ~~Prior~~resulting ~~SEC~~from ~~Staff~~unrealized ~~Announcement~~losses ~~and~~on ~~Observer~~available-for-sale ~~Comments.~~debt securities. The ~~transition~~accounting ~~provisions~~for inother ~~ASC~~financial ~~Topic~~instruments, ~~606~~such ~~require that~~as aloans, ~~public~~investments ~~business~~in ~~entity~~debt securities, and ~~certain~~financial ~~other~~liabilities ~~specified~~not ~~entities~~under the ~~adopt~~fair ~~ASC~~value ~~Topic~~option ~~606~~is ~~for~~largely ~~annual~~unchanged. ~~reporting~~The ~~periods~~standard ~~beginning after~~is ~~December~~effective ~~15,~~for ~~2017,~~public ~~including~~business ~~interim~~entities ~~reporting~~for annual periods (and interim periods within ~~that~~those ~~reporting~~annual ~~period.~~periods) ~~All~~beginning ~~other~~after ~~entities~~December 15, ~~are~~2017. ~~required~~For ~~to adopt~~all ~~ASC~~other ~~Topic~~entities, ~~606~~it ~~for~~is ~~annual~~effective ~~reporting~~for ~~periods~~fiscal years beginning after ~~December~~ 15, December 2018, and interim ~~reporting~~ periods within ~~annual reporting~~fiscal ~~periods~~years beginning after ~~December~~ 15, December 2019. The ~~amendment~~Company adopted isthe ~~not~~guidance ~~applicable~~from toits fiscal year beginning on April 1, 2019 and the ~~Company~~adoption ~~since~~of the ~~Company~~standard isdid ~~still a~~not ~~shell~~have ~~company~~significant impact ~~and~~on ~~does~~the ~~not~~Company’s ~~generate~~financial ~~revenue~~statements.

In February 2016, FASB issued ASU No. 2016–02, “Leases (Topic 842)”, ASC 842, and subsequently amended the guidance relating largely to transition considerations under the standard in July 2018. The new guidance, which creates new accounting and reporting guidelines for leasing arrangements, requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for public business entities for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which further clarifies the determination of fair value of the underlying asset by lessors that are not manufacturers or dealers and modifies transition disclosure requirements for changes in accounting principles and other technical updates. The amendments in ASU 2019-01 amend Topic 842 and the effective date of those amendments is for fiscal years beginning December 15, 2019, and interim periods within those fiscal years for public business entities. For all other entities, ASC 842 is effective for annual periods beginning after December 15, 2020. The Company is currently evaluating the impact of the new pronouncement on its financial statements but does not expect it to have as impact upon adoption since the company does not currently have any leases.

NOTE 3 - RELATED PARTY TRANSACTIONS

As of June 30, ~~2019~~2020 and ~~2018~~2019, the Company had a total outstanding principal and accrued interest of $256,132 and $~~104~~129,~~347~~958, and $256,132 and $78104,~~734~~347, respectively, due to Longhai. The unsecured promissory note bears an interest of 10% per annum and is payable on demand. The accrued interests as of June 30, ~~2019~~2020 and ~~2018~~2019 were recorded and included in “Accounts Payable and Accrued Expenses” on the balance sheets.

F-9

~~Xiamen Lutong~~During ~~International~~the ~~Travel~~year, ~~Agency~~the ~~Co.~~Company ~~Ltd.~~also received ~~Notes~~total tocapital contributions in the ~~Financial~~amount ~~Statements June~~of 30$42,578 ~~2019~~from its former principal stockholder and current principal stockholder for working capital uses.

During the year ended June 30, 2019, the Company also received total capital contributions in the amount of $40,950 from its major shareholder and the current substantial shareholder for working capital uses.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern,” which assumes that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several conditions and events raise substantial doubt as to the Company’s ability to continue as a “going concern.” The Company has an accumulated deficit of $9,~~144~~210,~~181~~393 as of June 30, 2020, a working capital deficit and does not have revenues. The Company requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in the pursuit of business opportunities. The Company is depending on financing from its ~~major~~principal ~~shareholder~~stockholder to meet its minimal operating expenses. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its ~~major~~principal stockholder ~~shareholder~~ will ~~support~~provide it with the ~~Company~~ opportunity to continue as a “going concern.”

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern.” While management believes that the actions already taken or planned will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the reported amounts of its liabilities, the reported expenses and the balance sheet classifications used.

NOTE 5 – SHARE CAPITAL

There are no transactions of common ~~stock~~shares, warrants and stock options during the years ended June 30, ~~2019~~2020 and ~~2018~~2019, respectively.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and determined that no subsequent events occurred that would require adjustment to or disclosure in the financial statements.

F-10

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our Certifying Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision of our Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”), the Company has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report due to the material weakness in our internal control over financial reporting discussed below.

Management’s Report on Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company has identified the following material weaknesses, which are indicative of many small companies with small staff, as of June 30, ~~2019~~2020: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls over financial reporting; and (iii) lack of independent directors and an audit committee.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, ~~2019~~2020, based on the criteria established in “2013 Internal Control-Integrated Framework” issued by COSO.

This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management’s report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The name, age and titles of our executive officer and director are as follows:

Name	Age	Position
Qiyi Zheng	3738	Chairman of the Board
Zhenhui Huang	4142	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary

Qiyi Zheng. Mr. Zheng has served as the Chairman of the Board of the Company since January 2018. He has also been serving as the Chairman of China Xiamen Lutong since January 2014. Prior to that, he was the Chairman of Shenzhen Junfu Travel Agency Co., Ltd. from January 2010 to January 2014. Mr. Zheng obtained his junior college diploma in electronics from Fujian Nan’an Practical Art Secondary Vocational School.

Zhenhui Huang. Mr. Huang has served as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary since January 2018. He has also been serving as a director of China Xiamen Lutong since January 2014. From January 2009 to January 2014, he was the general manager of Zhangzhou Baihui Business Service Co., Ltd., an online e-commerce company. Mr. Huang obtained his junior college diploma in medicine from Chinese People’s Liberation Army Fuzhou Medical College. Mr. Huang will serve as the Company’s officer for a term of three years.

Board of Directors and Committees

We do not have any independent directors. We are not required to maintain a majority of independent directors or the foregoing committees under the rules applicable to companies that do not have securities listed or quoted on a national securities exchange. Our board of directors does not maintain a separate audit, nominating, or compensation committee. Functions customarily performed by such committees are performed by our board of directors as a whole.

Family Relationships

There are no family relationships between our directors and executive officers.

Legal Proceedings

To the Company’s knowledge, there are no material proceedings to which any director, officer or affiliate of the Company is a party adverse to the Company or has a material interest adverse to the Company.

Code of Ethics

We intend at some point to adopt a code of ethics that applies to our officers, directors and employees. We will file copies of our code of ethics in a current report on Form 8-K. You will be able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a current report on Form 8-K.

ITEM 11.

EXECUTIVE COMPENSATION

There are no current employment agreements between the Company and its officer. We have never paid any compensation to any of our executive officers or directors. Our officer has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, regarding the beneficial ownership of the Company’s common stock as of ~~October~~the ~~11, 2019~~date of this Report by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of its common stock, (ii) by each director and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.

The business address of each person listed below is 20F, Longhai Fortune Center, 42 Ziwei Road, Shima Town, Zhangzhou City, Fujian Province, China 363199.

	Number of	Percentage
	Shares Owned	of Shares
Name and Address		Owned

5% Stockholders
Longhai Yougoubao Network Technology Co., Ltd.⁽¹⁾	57,000,000	98%
Directors and Officers
Qiyi Zheng	57,000,000	98%
Zhenhui Huang	-	-
All officers and directors as a group (two persons)	57,000,000	98%

(1) Qiyi Zheng is the Chairman of Longhai Yougoubao Network Technology Co., Ltd. and has the sole voting and dispositive power over shares of common stock held by this stockholder.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

As of June 30, ~~2019~~2020 and ~~2018~~2019, the Company had a total outstanding principal and accrued interest of $256,132 and $104,347, and $256,132 and $78,734, respectively, due to Longhai. The unsecured promissory note bears an interest of 10% per annum and is payable on demand. ~~The accrued interests as of June 30, 2019 and 2018 were recorded and included in “Accounts Payable and Accrued Expenses” on the balance sheets.~~

During the year ended June 30, 2020 and 2019, the Company also received ~~total~~ capital contributions in the aggregate amount of $42,578 and: $40,950, respectively, from its ~~substantial~~principal ~~shareholder~~stockholder ~~and the current substantial shareholder~~ for working capital uses.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our board of directors approves all services provided by our independent registered public accounting firm. The following table shows the fees that we paid or accrued for the audit and other services provided by our independent registered public accounting firms for the fiscal years ended June 30, ~~2019~~2020 and ~~2018~~2019.

Fee Category	Fiscal Year Ended June 30, ~~2019~~2020		Fiscal Year Ended June 30, ~~2018~~2019
Audit Fees (1)	$	13,500	$	13,500
Audit-Related Fees(2)	$	-	$	-
Tax Fees(3)	$	-	$	-
All Other Fees(4)	$	-	$	-

(1) This category consists of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.

(2) This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

(3) This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning.

(4) This category consists of fees for services provided by our independent registered public accountants other than the services described above.

PART IV

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	The following documents are filed as part of this Report:
	(1)	Financial Statements
	(2)	Financial Statements Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in is Item 15 of Part IV below.

(3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be retrieved from SEC website at www.sec.gov.

Item 16.

FORM 10-K SUMMARY

Not applicable.

EXHIBIT INDEX

2.1		Plan and Agreement of Merger between the Company and Xiamen Lutong International Travel Agency Co., Ltd., dated March 29, 2018., incorporated by reference to Exhibit 2.1 to 8-K, filed with the Commission on April 20, 2018.
3.1		Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Form S-1, filed with the Commission on September 18, 2008.
3.2		Bylaws, incorporated herein by reference to Exhibit 3.2 to Form S-1, filed with the Commission on September 18, 2008.
3.3		Certificate of Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Form 8-A12B, filed with the Commission on November 21, 2011.
3.4		Certificate of Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 3.1 to 8-K, filed with the Commission on January 25, 2018.
3.5		Articles of Merger of Xiamen Lutong International Travel Agency Co., Ltd. into the Company, dated April 12, 2018, incorporated by reference to Exhibit 3.1 to 8-K, filed with the Commission on April 20, 2018.
3.6		Certificate of Correction to the Articles of Merger of Highlight Networks, Inc. filed with the Secretary of State of the State of Nevada on May 4, 2018. Incorporated by reference to Exhibit 3.1 to 8-K/A, filed with the Commission on May 10, 2018.
4.1		2013 Flexible Stock Plan, incorporated by reference to Exhibit 4.1 to Form S-8, filed with the Commission on March 6, 2013.
4.2*		Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Xiamen Lutong International Travel Agency Co., Ltd.		~~Xiamen Lutong International Travel Agency Co., Ltd.~~
Date: October 15, 2019			By:	/s/ Zhenhui Huang
Date: October 13, 2020	By:	/s/ Zhenhui Huang
		Zhenhui Huang		~~Zhenhui Huang~~
		President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)		~~President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Name	Position	Date
/s/ Qiyi Zheng	Chairman of the Board	October 1513, ~~2019~~2020
Qiyi Zheng
/s/ Zhenhui Huang	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary	October 1513, ~~2019~~2020
Zhenhui Huang

1312

Filing Compare · Xiamen Lutong International Travel Agency Co., Ltd.